0000812011-17-000020.txt : 20170317 0000812011-17-000020.hdr.sgml : 20170317 20170317085653 ACCESSION NUMBER: 0000812011-17-000020 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170309 FILED AS OF DATE: 20170317 DATE AS OF CHANGE: 20170317 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VAIL RESORTS INC CENTRAL INDEX KEY: 0000812011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 510291762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT STREET 2: SUITE 1000 CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 303-404-1800 MAIL ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT STREET 2: SUITE 1000 CITY: BROOMFIELD STATE: CO ZIP: 80021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Donnell James C. CENTRAL INDEX KEY: 0001700830 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09614 FILM NUMBER: 17696444 MAIL ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT STREET 2: SUITE 1000 CITY: BROOMFIELD STATE: CO ZIP: 80021 3 1 wf-form3_148975539865303.xml FORM 3 X0206 3 2017-03-09 0 0000812011 VAIL RESORTS INC MTN 0001700830 O'Donnell James C. 390 INTERLOCKEN CRESCENT BROOMFIELD CO 80021 0 1 0 0 EVP, Hospitality, Retail & RE Common Stock 2084 D Share Appreciation Right 39.65 2021-09-20 Common Stock 1607.0 D Share Appreciation Right 43.62 2022-02-01 Common Stock 3147.0 D Share Appreciation Right 54.07 2022-09-21 Common Stock 5260.0 D Share Appreciation Right 68.98 2023-09-26 Common Stock 6384.0 D Restricted Share Unit 0.0 Common Stock 42.0 D Share Appreciation Right 70.09 2024-04-01 Common Stock 1328.0 D Restricted Share Unit 0.0 Common Stock 258.0 D Restricted Share Unit 0.0 Common Stock 199.0 D Share Appreciation Right 87.18 2024-09-23 Common Stock 7392.0 D Restricted Share Unit 0.0 Common Stock 436.0 D Restricted Share Unit 0.0 Common Stock 326.0 D Restricted Share Unit 0.0 Common Stock 3033.0 D Share Appreciation Right 107.42 2025-09-25 Common Stock 6337.0 D Share Appreciation Right 160.56 2026-09-23 Common Stock 3645.0 D Restricted Share Unit 0.0 Common Stock 1274.0 D Each Share Appreciation Right ("SAR") represents a contingent right to receive, upon vesting, an amount of shares of Issuer's common stock equal to the positive difference (if any) between the fair market value of Issuer's common stock on the exercise date and the SAR exercise price. On September 20, 2011, Reporting Person was granted 1,607 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date. On February 1, 2012, Reporting Person was granted 3,147 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date. On September 21, 2012, Reporting Person was granted 5,260 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date. On September 26, 2013, Reporting Person was granted 6,384 SARs, which vested in three equal annual installments commencing on the first anniversary of the grant date. Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of common stock. On April 1, 2014, Reporting Person was granted 127 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On April 1, 2015, 43 shares vested of which 17 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued. On April 1, 2016, 42 shares vested of which 16 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 26 shares were issued. On April 1, 2014, Reporting Person was granted 1,328 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2014, Reporting Person was granted 773 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 258 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 175 shares were issued. On September 23, 2016, 257 shares vested of which 83 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 174 shares were issued. On September 23, 2014, Reporting Person was granted 598 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2015, 200 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 136 shares were issued. On September 23, 2016, 199 shares vested of which 64 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 135 shares were issued. On September 23, 2014, Reporting Person was granted 7,392 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2015, Reporting Person was granted 655 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 219 shares vested of which 71 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 148 shares were issued. On September 25, 2015, Reporting Person was granted 490 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2016, 164 shares vested of which 53 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 111 shares were issued. On September 25, 2015, Reporting Person was granted 3,033 RSUs, which cliff vest on September 25, 2018. On September 25, 2015, Reporting Person was granted 6,337 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2016, Reporting Person was granted 3,645 SARs, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 23, 2016, Reporting Person was granted 1,274 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date. Exhibit List: Exhibit 24 - Power of Attorney Emily S. Barbara, Attorney-in-Fact for James O'Donnell 2017-03-17 EX-24 2 ex24odonnell.txt O'DONNELL POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of David T. Shapiro and Emily Barbara, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of Vail Resorts, Inc. (the "Company"), Forms 3, 4 and 5 (or any analogous form), including amendments, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 (or any analogous form) and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 (or any analogous form) with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of March 2017. /S/ James C. O'Donnell -------------------------- James C. O'Donnell